Terms and Conditions

Laava B.V. provides AI engineering, AI implementation and technical advisory services. These terms apply to quotes, engagements and collaborations with Laava.

Laava B.V., Gerbrandypad 17, 3515 HA Utrecht, the Netherlands. KVK: 97025356. VAT: NL867879439B01. Contact: [email protected].

1. Definitions

In these terms:

• Laava means Laava B.V.
• Client means the party commissioning Laava.
• Agreement means any engagement, quote, statement of work or other arrangement confirmed in writing or by email.
• AI system means software or a workflow that generates, enriches or processes output using AI models, automation or data integrations.
• Third-party services means services from external suppliers, such as hosting, databases, model providers, communication platforms and APIs.

2. Applicability

These terms apply to all offers, quotes, agreements and follow-on engagements from Laava. Client terms do not apply unless Laava accepts them in writing.

These terms apply unless Laava and the client agree otherwise in writing. If a signed quote, statement of work, master services agreement, data processing agreement or other written client-specific agreement conflicts with these terms, the client-specific agreement prevails for that engagement.

3. Quotes and formation

Quotes are valid for 30 days unless stated otherwise. An agreement is formed when the client accepts the quote in writing or by email, or when Laava starts work at the client's request.

Laava may amend a quote if the information on which the quote is based turns out to be incorrect or incomplete.

4. Execution of the engagement

Laava performs the engagement to the best of its ability and on a best-efforts basis. A specific result, availability level or delivery date applies only if agreed in writing.

Laava may have work performed by employees, contractors or specialised third parties, while remaining responsible to the client for performance.

5. Client cooperation

The client provides in time all information, access, accounts, documentation, test data and decisions needed for the engagement. The client warrants the accuracy and lawfulness of supplied data, systems and instructions.

Delay caused by missing information, access or decisions may affect planning and costs.

6. Scope changes

Changes in scope, priorities or planning are agreed in advance. The effect on costs, timeline and dependencies is confirmed in writing before the change is implemented.

Laava may invoice work outside the agreed scope separately.

7. Pricing and payment

Prices are exclusive of VAT and exclusive of third-party service costs, unless otherwise agreed. Invoices are payable within 14 days of the invoice date.

Late payment triggers the statutory commercial interest rate and reasonable collection costs. Laava may suspend work while due invoices remain unpaid.

8. Third-party services

Many AI and software projects require third-party services, such as model providers, hosting, databases, storage, communication platforms or APIs. The availability, operation, terms and price changes of third-party services are outside Laava's direct control.

Laava is not liable for outages, limitations, price changes or policy changes of third-party services, unless caused by intent or wilful recklessness by Laava.

9. AI systems and output

AI systems can produce incorrect, incomplete, outdated or misleading output. The client remains responsible for decisions and actions based on AI output.

For production use, the parties agree which testing, review, logging, escalation and monitoring processes are appropriate. Laava does not guarantee that AI output is always error-free, complete or suitable for every purpose.

10. Production, governance and AI best practices

For production projects, Laava works with engineering and AI governance practices appropriate to the nature and risks of the solution. Where relevant, this includes:

• Mapping the purpose, users, data sources, connected systems and possible impact.
• Assessing whether a use case is prohibited, high-risk, limited-risk or minimal-risk under applicable AI regulation.
• Data minimisation, environment separation and respect for existing permissions in systems such as SharePoint, CRM, ticketing or databases.
• Retrieval, source references and structured output where grounding or traceability matters.
• Test sets, evaluations, acceptance criteria and regression tests for prompts, retrieval, tools and workflows.
• Logging, monitoring, error handling, rollback or kill switches for agentic workflows and system actions.
• Human review, escalation and approval steps for sensitive or customer-facing output.
• Documentation of relevant choices, limitations, dependencies and residual risks.

The exact measures are agreed per engagement. Not every measure is necessary or appropriate for every solution.

11. Restricted and regulated use cases

Laava does not provide AI systems for prohibited uses under applicable law. For higher-impact use cases, such as legal, financial, HR, medical, public-sector, KYC, compliance or safety-related processes, the parties agree in advance which controls, human review and documentation are required.

The client remains responsible for deployment of the system within its own organisation, including user instructions, internal governance, sector-specific compliance and decisions toward end users or data subjects.

12. Delivery and acceptance

If delivery is agreed, the client reviews the delivery within 14 days after delivery, unless agreed otherwise. If the client does not report concrete defects within that period, the delivery is deemed accepted.

Reported defects are remedied within a reasonable period, to the extent they fall within the agreed scope.

13. Intellectual property

• Custom software, configuration and documentation developed by Laava specifically for the client become the client's property after full payment, unless agreed otherwise.
• Laava retains ownership of its methods, templates, frameworks, knowhow, scripts, tooling and reusable components developed before or outside the engagement.
• The client receives a perpetual, non-exclusive licence to use those Laava components as part of the delivered solution.
• Open-source components and third-party software remain subject to their own licences.

Laava may reuse general knowledge, experience and non-client-specific patterns developed during the engagement, provided no confidential client information is shared.

14. Client data and model training

Client data is used only to perform the engagement. Laava does not use client data to train its own models or improve products.

Where third-party AI services are used, Laava agrees the suitable model route with the client. Where possible, Laava uses endpoints with zero data retention or contractual guarantees that data will not be used for training.

15. Personal data

Where Laava processes personal data on behalf of the client, this is done under a separate data processing agreement aligned with article 28 GDPR.

The client remains responsible for the lawfulness of personal data, instructions and data supplied to Laava.

16. Confidentiality

Parties handle each other's confidential information with care and do not share it with third parties, except where needed to perform the engagement or where legally required.

This obligation survives the end of the agreement.

17. Security

Laava takes appropriate technical and organisational measures for the security of systems and data within the engagement. The exact measures depend on the nature, size and risks of the engagement.

The client remains responsible for the security of its own accounts, systems, access rights and users.

18. Liability

Laava's liability for damages arising from or related to an engagement is limited to the amount the client paid Laava in the twelve months before the event causing the damage.

Laava is not liable for indirect damages, consequential losses, lost profits, missed savings, data loss, reputational damage or damage caused by decisions based on AI output. These limits do not apply in case of intent or wilful recklessness by Laava.

19. Force majeure

Neither party is required to perform during force majeure. Force majeure includes outages of third-party services, model providers, hosting providers, networks, power supply, government measures and other circumstances outside the parties' reasonable control.

If force majeure lasts longer than 60 days, either party may terminate the agreement in writing.

20. Term and termination

Either party may terminate a continuing agreement in writing with one month's notice, unless agreed otherwise.

For project engagements, early termination is possible against payment of work already performed, reserved capacity and commitments through the current sprint or phase.

21. Governing law and disputes

Dutch law applies to every agreement. Disputes are submitted to the District Court of Midden-Nederland, location Utrecht.

22. Changes

Laava may update these terms. For material changes we inform active clients by email. For ongoing engagements, the terms agreed at the start of the engagement remain in force.